EXHIBIT 10(vii)


                 CHANGE IN CONTROL AND NON-COMPETITION AGREEMENT



         THIS  AGREEMENT  is made  effective  as of April 19,  2000 by and among
Harbor  Federal  Savings Bank (the  "Bank"),  Harbor  Florida  Bancshares,  Inc.
("Bancshares" or the "Holding Company") and Don W. Bebber (the "Executive").

         WHEREAS,  the Bank  recognizes  the substantial contribution  Executive
makes to the Bank and wishes to protect Executive's position  therewith  for the
period provided in this Agreement: and

         WHEREAS,  the Executive acknowledges that he will become familiar  with
confidential  and  proprietary  information  of  the  Bank and Bancshares in the
course of his employment duties: and

         WHEREAS,  the  Executive has been  elected  to, and has agreed to serve
in the position of Senior Vice President for the Bank, a position of substantial
responsibility: and

         NOW,   THEREFORE,    in   consideration   of   the   contribution   and
responsibilities  of  Executive,   and  upon  the  other  terms  and  conditions
hereinafter provided, the parties hereto agree as follows:

1.       GENERAL.

         Employee is,  except as described in Section 4, an employee at will and
serves at the pleasure of the Chief Executive Officer and the Board of Directors
of the Bank (the "Board").

2.       TERM OF AGREEMENT.

         The term of this  Agreement  shall  commence as of the date first above
written  and  shall  continue  for a  period  of  three  (3)  years  thereafter.
Commencing  on or  before  the  first  anniversary  date of this  Agreement  and
continuing  each year  thereafter,  the Board may extend this  Agreement  for an
additional  year.  The Board  will  review  the  Agreement  and the  Executive's
performance   annually  for  purposes  of  determining  whether  to  extend  the
Agreement,  and the  results  thereof  shall be  included  in the minutes of the
Board's meeting.

3.       PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL.

     (a) Upon the  occurrence of a Change in Control (as herein  defined) of the
Bank,  or  Bancshares,  followed  at any time within one (1) year of a Change in
Control, and during the term of this Agreement,  by the voluntary or involuntary
termination  of  Executive's  employment,  other  than for Cause as  defined  in
Section 3(c)hereof, the provisions of Section 4 shall apply. Upon the occurrence
of a Change in Control,  Executive  shall have the right to elect to voluntarily
terminate his employment at any time during the term of this Agreement following
any demotion,  loss of title, office or significant authority,  reduction in his
annual compensation,  or relocation of his principal place of employment by more
than 50 miles from its location immediately prior to the Change in Control.

     (b) For  purposes of this  Agreement,  a "Change in Control" of the Bank or
the Holding Company shall mean (a) merger or consolidation where the Bank or the
Holding Company is not the consolidated or surviving  association,  (b) transfer
of all or substantially  of the assets of the Bank or the Holding  Company,  (c)
voluntary or involuntary  dissolution of the Bank or the Holding  Company or (d)
change in control as defined  under the Change in Bank Control Act of 1978.  The
surviving  or resulting  association,  the  transferee  of Bank's or the Holding
Company's assets or the control person shall be bound by and have the benefit of
the  provisions of the Agreement and the Bank or the Holding  Company shall take
all actions  necessary to insure that such  association,  transferee  or control
person is bound by the provisions of this Agreement.

     (c)  Executive  shall not have the right to  receive  termination  benefits
pursuant to Section 4 hereof upon Termination for Cause.  The term  "Termination
for  Cause"  shall  mean  termination   because  of  the  Executive's   personal
dishonesty,  incompetence,  willful  misconduct,  any breach of  fiduciary  duty
involving personal profit, intentional failure to perform stated duties, willful
violation of any law,  rule,  or  regulation  (other than traffic  violations or
similar  offenses) or final  cease-and-desist  order,  or material breach of any
material provision of this Agreement. In determining  incompetence,  the acts or
omissions  shall be  measured  against  standards  generally  prevailing  in the
savings institutions  industry.  Notwithstanding the foregoing,  Executive shall

<PAGE>

not be deemed to have been  Terminated  for Cause  unless and until  there shall
have  been  delivered  to  him a  copy  of a  resolution  duly  adopted  by  the
affirmative  vote of not less than a majority of the Board of  Directors  of the
Bank at a  meeting  of the  Board  called  and  held  for  that  purpose  (after
reasonable  notice to the Executive and an  opportunity  for him,  together with
counsel,  to be heard  before the Board at such  meeting and which such  meeting
shall be held not more than 30 days from the date of notice  during which period
Executive may be suspended with pay),  finding that in the good faith opinion of
the Board, the Executive was guilty of conduct justifying Termination for Cause.

4.       TERMINATION BENEFITS.
         ---------------------

     (a) Upon the occurrence of a Change of Control, followed at any time during
the term of this  Agreement by the voluntary or  involuntary  termination of the
Executive's  employment,  other than for Termination for Cause, the Bank and the
company shall pay the Executive,  or in the event of his subsequent  death,  his
beneficiary or beneficiaries, or his estate, as the case may be,as severance pay
or liquidated  damages,  or both, a sum equal to his then current annual salary.
At the election of the Executive  such payment may be made in a lump sum or paid
in equal  monthly  installments  during the twelve  (12)  months  following  the
Executive's  termination.  In the event that no election is made, payment to the
Executive will be in equal monthly installments.

     (b) Upon the  occurrence  of a Change of Control of the Bank or the Holding
Company  followed  at  any  time  during  the  term  of  this  Agreement  by the
Executive's voluntary or involuntary  termination of employment,  other than for
Termination  for Cause,  the Bank shall  cause to be  continued  life,  medical,
dental  and  disability  coverage   substantially   identical  to  the  coverage
maintained by the Bank for the Executive  prior to his severance,  except to the
extent such coverage may be changed in its  application  to all Bank  employees.
Such  coverage and payments  shall cease upon the earlier of the  expiration  of
twelve (12) months or the Executive obtaining other coverage.

     (c) At  the  effective  date  of  this  Agreement,  and  annually  on  each
anniversary,  Executive  shall make the  election  referred  to in Section  4(a)
hereof with respect to whether the amounts payable under said Section 4(a) shall
be paid in a lump sum or on a monthly basis.  Such election shall be irrevocable
for the year for which such election is made and shall  continue in effect until
the executive has made his next annual election.

     (d) Notwithstanding the preceding paragraphs of this Section 4, in no event
shall the  aggregate  payments or  benefits to be made or afforded to  Executive
under  said  paragraphs  (the  "Termination  Benefits")  constitute  an  "excess
parachute payment" under Section 280G of the code or any successor thereto,  and
in  order to  avoid  such a result  Termination  Benefits  will be  reduced,  if
necessary, to an amount (the "Non-Triggering Amount"), the value of which is one
dollar  ($1.00) less than an amount equal to three (3) times  Executive's  "base
amount",as  determined in accordance  with said Section 280G.  The allocation of
the reduction  required  hereby among the Termination  Benefits  provided by the
preceding paragraphs of this Section 4 shall be determined by the Executive.

5.       NOTICE OF TERMINATION.
         ----------------------

     (a)  Any  purported  termination  by the  Bank  or by  Executive  shall  be
communicated by Notice of Termination to the other parties thereto. For purposes
of this Agreement,  a "Notice of Termination"  shall mean a written notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

     (b) "Date of  Termination"  shall mean the date  specified in the Notice of
Termination which, in the instance of Termination for Cause, shall be immediate.

6.       SOURCE OF PAYMENTS.

         It is intended by the parties hereto that all payments provided in this
Agreement shall be paid in cash or check from the general funds of the Bank. The
Holding Company,  however,  guarantees  payment and provision of all amounts and
benefits due  hereunder to the  Executive,  and if such amounts and benefits due
from the Bank are not timely  paid or  provided  by the Bank,  such  amounts and
benefits shall be paid or provided by the Holding Company.


<PAGE>

7.       NON-COMPETITION AND CONFIDENTIAL INFORMATION

     (a) During the term of this Agreement,  and for one (1) year after the date
the Executive is terminated by the Bank or  Bancshares,  whether  voluntarily or
involuntarily,  with or without cause,  the Executive shall not compete directly
or  indirectly  in the Florida  counties of St.  Lucie,  Martin,  Indian  River,
Brevard, Volusia or Okeechobee (collectively,  the "Counties") with any business
then being  conducted  by the Bank or  Bancshares  without  their prior  written
consent.  The term  "compete"  means  rendering  any  service by the  Executive,
whether as an employee, director, consultant,  independent contractor,  partner,
co-venturer  or  investor  (excluding  any  interest  of the  Executive  through
investment  of up to an  aggregate  of 10% in the equity or debt  securities  or
equivalent partnership interest of any person required to register under Section
12(g)  of  the  securities  Exchange  Act  of  1934)  to or  on  behalf  of  any
organization,  including but not limited to any commercial  bank,  savings bank,
savings and loan association,  credit union, mortgage banking company, insurance
company or brokerage firm,  conducting any business then  competitive to that of
the Bank or Bancshares in the Counties.

     (b) The Executive  acknowledges  that during his employment he has learned,
will learn and will have access to confidential information regarding Bancshares
or the Bank and its customers and business.  The Executive  agrees and covenants
not to  disclose  or use for his own  benefit  or the  benefit  of any person or
entity with which he may be associated any  confidential  information  unless or
until  the  Bank  or  Bancshares  consents  to  such  disclosure  or use of such
information becomes common knowledge in the industry or otherwise legally in the
public domain.

8.       MODIFICATION AND WAIVER.

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (b) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the  specific  term or  condition  for the future or as to any act other than
that specifically waived.

9.       REQUIRED REGULATORY PROVISIONS.

     (a) The Board of Directors may terminate the Executive's  employment at any
time, but any termination by the Board of Directors,  other than Termination for
Cause,  shall not  prejudice  the  Executive's  right to  compensation  or other
benefits under this Agreement. The Executive shall not have the right to receive
compensation  or other  benefits for any period after  Termination  for Cause as
defined in Section 3 hereinabove.

     (b) If the Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) (12) U.S.C.  ss.  1818(e)(3)) or 8(g) (12 U.S.C. ss. 1818(g)) of
the Federal  Deposit  Insurance  Act, as amended by the  financial  Institutions
Reform,  Recovery and Enforcement Act of 1989, the Bank's obligations under this
contract  shall  be  suspended  as of the  date of  service,  unless  stayed  by
appropriate  proceedings.  If the charges in the notice are dismissed,  the Bank
may in its  discretion  (i) pay the  Executive  all or part of the  compensation
withheld while their contract  obligations were suspended and (ii) reinstate (in
whole or in part) any of the obligations which were suspended.

     (c)  If  the  Executive  is  removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e) (12 U.S.C.  ss.  1818(e)) or 8(g) (12 U.S.C.  ss.  1818(g)) of the
Federal Deposit Insurance Act, as mended by the financial  Institutions  Reform,
Recovery and  Enforcement  Act of 1989,  all  obligations of the Bank under this
contract  shall  terminate  as of the  effective  date of the order,  but vested
rights of the contracting parties shall not be affected.

     (d)  If  the  Bank  is  in  default   as   defined  in  section   3(x)  (12
U.S.C.ss.1813(x)(1))  of the  Federal  Deposit  Insurance  Act, as mended by the
Financial  Institutions  Reform,  Recovery  and  Enforcement  Act of  1989,  all
obligations  of the Bank under this contract  shall  terminate as of the date of
default,  but  this  paragraph  shall  not  affect  any  vested  rights  of  the
contracting parties.


<PAGE>

     (e) All obligations under this contract shall be terminated,  except to the
extent  determined  that  continuation  of the  contract  is  necessary  for the
continued  operation  of the  institution:  (i) by the Director of the Office of
Thrift  Supervision  (or his or her  designee)  at the time the Federal  Deposit
Insurance  Corporation  or the  Resolution  Trust  Corporation  enters  into  an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the Federal Deposit  Insurance Act; or (ii) by the
Director of the Office of Thrift  Supervision  (or his or her  designee)  at the
time the  Director (or his or her  designee)  approves a  supervisory  merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the  Director  to be in an unsafe or  unsound  condition.  Any  rights of the
parties that have already vested, however, shall not be affected by such action.

10.      REINSTATEMENT OF BENEFITS UNDER SECTION 9(b).

         In the event the Executive is suspended and/or  temporarily  prohibited
from participating in the conduct of the Bank's affairs by a notice described in
section  9(b) hereof (the  "Notice")  during the terms of this  Agreement  and a
Change  in  control,  as  defined  herein,  occurs,  the Bank  will  assume  its
obligation  to pay and the  Executive  will be  entitled  to receive  all of the
termination  benefits  provided for under Section 4 of this  Agreement  upon the
Bank's receipt of a dismissal of charges in the Notice.


11.      SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

12.      HEADINGS FOR REFERENCE ONLY.
         ----------------------------

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

13.      GOVERNING LAW.
         --------------

         The validity,  interpretation,  performance,  and  enforcement  of this
Agreement shall be governed by Florida law.

14.      ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement  shall be settled  exclusively by  arbitration in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's  award in any court having  jurisdiction;  provided,
however,  that the Executive  shall be entitled to seek specific  performance of
his right to be paid until the Date of  Termination  during the  pendency of any
dispute or controversy arising under or in connection with this Agreement.

15.       PAYMENT OF COSTS AND LEGAL FEES.
          --------------------------------

         All  reasonable  costs and legal fees paid or incurred by the Executive
pursuant to any dispute or question of interpretation relating to this Agreement
shall be paid or  reimbursed by the Bank (which  payments are  guaranteed by the
Company  pursuant to Section 6 hereof) if Executive is  successful on the merits
pursuant to a legal judgment, arbitration or settlement.


<PAGE>

16.       SIGNATURES:
          -----------

     IN  WITNESS  WHEREOF,  Harbor  Federal  Savings  Bank  and  Harbor  Florida
Bancshares,  Inc.  each has caused  this  Agreement  to be  executed by its duly
authorized officers, and Executive has signed this Agreement, as of the 19th day
of April, 2000.

ATTEST:                               HARBOR FEDERAL SAVINGS BANK



_/s/ Toni Santiuste______         BY: __/s/ Michael J. Brown Sr._____________


ATTEST:                               HARBOR FLORIDA BANCSHARES, INC.



/s/ Robin Moorman____________     BY: _/s/ Edward G.Enns____________________


WITNESS:



/s/ Toni Santiuste_______            ______________/s/_________________________
                                              Don W. Bebber, Executive


<PAGE>

                 CHANGE IN CONTROL AND NON-COMPETITION AGREEMENT



     THIS  AGREEMENT is made  effective as of April 19, 2000 by and among Harbor
Federal Savings Bank (the "Bank"), Harbor Florida Bancshares, Inc. ("Bancshares"
or the "Holding Company") and Michael J. Brown Jr.(the "Executive").

         WHEREAS,  the Bank  recognizes  the substantial contribution  Executive
makes to the Bank and wishes to protect Executive's position  therewith  for the
period provided in this Agreement: and

         WHEREAS,  the Executive acknowledges that he will become familiar  with
confidential  and  proprietary  information  of  the  Bank and Bancshares in the
course of his employment duties: and

         WHEREAS,  the  Executive has been  elected  to, and has agreed to serve
in the position of Senior Vice President for the Bank, a position of substantial
responsibility: and

         NOW,   THEREFORE,    in   consideration   of   the   contribution   and
responsibilities  of  Executive,   and  upon  the  other  terms  and  conditions
hereinafter provided, the parties hereto agree as follows:

1.       GENERAL.

         Employee is,  except as described in Section 4, an employee at will and
serves at the pleasure of the Chief Executive Officer and the Board of Directors
of the Bank (the "Board").

2.       TERM OF AGREEMENT.

         The term of this  Agreement  shall  commence as of the date first above
written  and  shall  continue  for a  period  of  three  (3)  years  thereafter.
Commencing  on or  before  the  first  anniversary  date of this  Agreement  and
continuing  each year  thereafter,  the Board may extend this  Agreement  for an
additional  year.  The Board  will  review  the  Agreement  and the  Executive's
performance   annually  for  purposes  of  determining  whether  to  extend  the
Agreement,  and the  results  thereof  shall be  included  in the minutes of the
Board's meeting.

3.       PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL.

     (a) Upon the  occurrence of a Change in Control (as herein  defined) of the
Bank,  or  Bancshares,  followed  at any time within one (1) year of a Change in
Control, and during the term of this Agreement,  by the voluntary or involuntary
termination  of  Executive's  employment,  other  than for Cause as  defined  in
Section 3(c)hereof, the provisions of Section 4 shall apply. Upon the occurrence
of a Change in Control,  Executive  shall have the right to elect to voluntarily
terminate his employment at any time during the term of this Agreement following
any demotion,  loss of title, office or significant authority,  reduction in his
annual compensation,  or relocation of his principal place of employment by more
than 50 miles from its location immediately prior to the Change in Control.

     (b) For  purposes of this  Agreement,  a "Change in Control" of the Bank or
the Holding Company shall mean (a) merger or consolidation where the Bank or the
Holding Company is not the consolidated or surviving  association,  (b) transfer
of all or substantially  of the assets of the Bank or the Holding  Company,  (c)
voluntary or involuntary  dissolution of the Bank or the Holding  Company or (d)
change in control as defined  under the Change in Bank Control Act of 1978.  The
surviving  or resulting  association,  the  transferee  of Bank's or the Holding
Company's assets or the control person shall be bound by and have the benefit of
the  provisions of the Agreement and the Bank or the Holding  Company shall take
all actions  necessary to insure that such  association,  transferee  or control
person is bound by the provisions of this Agreement.

     (c)  Executive  shall not have the right to  receive  termination  benefits
pursuant to Section 4 hereof upon Termination for Cause.  The term  "Termination
for  Cause"  shall  mean  termination   because  of  the  Executive's   personal
dishonesty,  incompetence,  willful  misconduct,  any breach of  fiduciary  duty
involving personal profit, intentional failure to perform stated duties, willful
violation of any law,  rule,  or  regulation  (other than traffic  violations or
similar  offenses) or final  cease-and-desist  order,  or material breach of any
material provision of this Agreement. In determining  incompetence,  the acts or
omissions  shall be  measured  against  standards  generally  prevailing  in the
savings institutions  industry.  Notwithstanding the foregoing,  Executive shall

<PAGE>

not be deemed to have been  Terminated  for Cause  unless and until  there shall
have  been  delivered  to  him a  copy  of a  resolution  duly  adopted  by  the
affirmative  vote of not less than a majority of the Board of  Directors  of the
Bank at a  meeting  of the  Board  called  and  held  for  that  purpose  (after
reasonable  notice to the Executive and an  opportunity  for him,  together with
counsel,  to be heard  before the Board at such  meeting and which such  meeting
shall be held not more than 30 days from the date of notice  during which period
Executive may be suspended with pay),  finding that in the good faith opinion of
the Board, the Executive was guilty of conduct justifying Termination for Cause.

4.       TERMINATION BENEFITS.
         ---------------------

     (a) Upon the occurrence of a Change of Control, followed at any time during
the term of this  Agreement by the voluntary or  involuntary  termination of the
Executive's  employment,  other than for Termination for Cause, the Bank and the
company shall pay the Executive,  or in the event of his subsequent  death,  his
beneficiary or beneficiaries, or his estate, as the case may be,as severance pay
or liquidated  damages,  or both, a sum equal to his then current annual salary.
At the election of the Executive  such payment may be made in a lump sum or paid
in equal  monthly  installments  during the twelve  (12)  months  following  the
Executive's  termination.  In the event that no election is made, payment to the
Executive will be in equal monthly installments.

     (b) Upon the  occurrence  of a Change of Control of the Bank or the Holding
Company  followed  at  any  time  during  the  term  of  this  Agreement  by the
Executive's voluntary or involuntary  termination of employment,  other than for
Termination  for Cause,  the Bank shall  cause to be  continued  life,  medical,
dental  and  disability  coverage   substantially   identical  to  the  coverage
maintained by the Bank for the Executive  prior to his severance,  except to the
extent such coverage may be changed in its  application  to all Bank  employees.
Such  coverage and payments  shall cease upon the earlier of the  expiration  of
twelve (12) months or the Executive obtaining other coverage.

     (c) At  the  effective  date  of  this  Agreement,  and  annually  on  each
anniversary,  Executive  shall make the  election  referred  to in Section  4(a)
hereof with respect to whether the amounts payable under said Section 4(a) shall
be paid in a lump sum or on a monthly basis.  Such election shall be irrevocable
for the year for which such election is made and shall  continue in effect until
the executive has made his next annual election.

     (d) Notwithstanding the preceding paragraphs of this Section 4, in no event
shall the  aggregate  payments or  benefits to be made or afforded to  Executive
under  said  paragraphs  (the  "Termination  Benefits")  constitute  an  "excess
parachute payment" under Section 280G of the code or any successor thereto,  and
in  order to  avoid  such a result  Termination  Benefits  will be  reduced,  if
necessary, to an amount (the "Non-Triggering Amount"), the value of which is one
dollar  ($1.00) less than an amount equal to three (3) times  Executive's  "base
amount",as  determined in accordance  with said Section 280G.  The allocation of
the reduction  required  hereby among the Termination  Benefits  provided by the
preceding paragraphs of this Section 4 shall be determined by the Executive.

5.       NOTICE OF TERMINATION.
         ----------------------

     (a)  Any  purported  termination  by the  Bank  or by  Executive  shall  be
communicated by Notice of Termination to the other parties thereto. For purposes
of this Agreement,  a "Notice of Termination"  shall mean a written notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

     (b) "Date of  Termination"  shall mean the date  specified in the Notice of
Termination which, in the instance of Termination for Cause, shall be immediate.

6.       SOURCE OF PAYMENTS.

         It is intended by the parties hereto that all payments provided in this
Agreement shall be paid in cash or check from the general funds of the Bank. The
Holding Company,  however,  guarantees  payment and provision of all amounts and
benefits due  hereunder to the  Executive,  and if such amounts and benefits due
from the Bank are not timely  paid or  provided  by the Bank,  such  amounts and
benefits shall be paid or provided by the Holding Company.


<PAGE>

7.       NON-COMPETITION AND CONFIDENTIAL INFORMATION

     (a) During the term of this Agreement,  and for one (1) year after the date
the Executive is terminated by the Bank or  Bancshares,  whether  voluntarily or
involuntarily,  with or without cause,  the Executive shall not compete directly
or  indirectly  in the Florida  counties of St.  Lucie,  Martin,  Indian  River,
Brevard, Volusia or Okeechobee (collectively,  the "Counties") with any business
then being  conducted  by the Bank or  Bancshares  without  their prior  written
consent.  The term  "compete"  means  rendering  any  service by the  Executive,
whether as an employee, director, consultant,  independent contractor,  partner,
co-venturer  or  investor  (excluding  any  interest  of the  Executive  through
investment  of up to an  aggregate  of 10% in the equity or debt  securities  or
equivalent partnership interest of any person required to register under Section
12(g)  of  the  securities  Exchange  Act  of  1934)  to or  on  behalf  of  any
organization,  including but not limited to any commercial  bank,  savings bank,
savings and loan association,  credit union, mortgage banking company, insurance
company or brokerage firm,  conducting any business then  competitive to that of
the Bank or Bancshares in the Counties.

     (b) The Executive  acknowledges  that during his employment he has learned,
will learn and will have access to confidential information regarding Bancshares
or the Bank and its customers and business.  The Executive  agrees and covenants
not to  disclose  or use for his own  benefit  or the  benefit  of any person or
entity with which he may be associated any  confidential  information  unless or
until  the  Bank  or  Bancshares  consents  to  such  disclosure  or use of such
information becomes common knowledge in the industry or otherwise legally in the
public domain.

8.       MODIFICATION AND WAIVER.

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (b) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the  specific  term or  condition  for the future or as to any act other than
that specifically waived.

9.       REQUIRED REGULATORY PROVISIONS.

     (a) The Board of Directors may terminate the Executive's  employment at any
time, but any termination by the Board of Directors,  other than Termination for
Cause,  shall not  prejudice  the  Executive's  right to  compensation  or other
benefits under this Agreement. The Executive shall not have the right to receive
compensation  or other  benefits for any period after  Termination  for Cause as
defined in Section 3 hereinabove.

     (b) If the Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) (12) U.S.C.  ss.  1818(e)(3)) or 8(g) (12 U.S.C. ss. 1818(g)) of
the Federal  Deposit  Insurance  Act, as amended by the  financial  Institutions
Reform,  Recovery and Enforcement Act of 1989, the Bank's obligations under this
contract  shall  be  suspended  as of the  date of  service,  unless  stayed  by
appropriate  proceedings.  If the charges in the notice are dismissed,  the Bank
may in its  discretion  (i) pay the  Executive  all or part of the  compensation
withheld while their contract  obligations were suspended and (ii) reinstate (in
whole or in part) any of the obligations which were suspended.

     (c)  If  the  Executive  is  removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e) (12 U.S.C.  ss.  1818(e)) or 8(g) (12 U.S.C.  ss.  1818(g)) of the
Federal Deposit Insurance Act, as mended by the financial  Institutions  Reform,
Recovery and  Enforcement  Act of 1989,  all  obligations of the Bank under this
contract  shall  terminate  as of the  effective  date of the order,  but vested
rights of the contracting parties shall not be affected.

     (d)  If  the  Bank  is  in  default   as   defined  in  section   3(x)  (12
U.S.C.ss.1813(x)(1))  of the  Federal  Deposit  Insurance  Act, as mended by the
Financial  Institutions  Reform,  Recovery  and  Enforcement  Act of  1989,  all
obligations  of the Bank under this contract  shall  terminate as of the date of
default,  but  this  paragraph  shall  not  affect  any  vested  rights  of  the
contracting parties.


<PAGE>

     (e) All obligations under this contract shall be terminated,  except to the
extent  determined  that  continuation  of the  contract  is  necessary  for the
continued  operation  of the  institution:  (i) by the Director of the Office of
Thrift  Supervision  (or his or her  designee)  at the time the Federal  Deposit
Insurance  Corporation  or the  Resolution  Trust  Corporation  enters  into  an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the Federal Deposit  Insurance Act; or (ii) by the
Director of the Office of Thrift  Supervision  (or his or her  designee)  at the
time the  Director (or his or her  designee)  approves a  supervisory  merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the  Director  to be in an unsafe or  unsound  condition.  Any  rights of the
parties that have already vested, however, shall not be affected by such action.

10.      REINSTATEMENT OF BENEFITS UNDER SECTION 9(b).

         In the event the Executive is suspended and/or  temporarily  prohibited
from participating in the conduct of the Bank's affairs by a notice described in
section  9(b) hereof (the  "Notice")  during the terms of this  Agreement  and a
Change  in  control,  as  defined  herein,  occurs,  the Bank  will  assume  its
obligation  to pay and the  Executive  will be  entitled  to receive  all of the
termination  benefits  provided for under Section 4 of this  Agreement  upon the
Bank's receipt of a dismissal of charges in the Notice.


11.      SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

12.      HEADINGS FOR REFERENCE ONLY.
         ----------------------------

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

13.      GOVERNING LAW.
         --------------

         The validity,  interpretation,  performance,  and  enforcement  of this
Agreement shall be governed by Florida law.

14.      ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement  shall be settled  exclusively by  arbitration in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's  award in any court having  jurisdiction;  provided,
however,  that the Executive  shall be entitled to seek specific  performance of
his right to be paid until the Date of  Termination  during the  pendency of any
dispute or controversy arising under or in connection with this Agreement.

15.       PAYMENT OF COSTS AND LEGAL FEES.
          --------------------------------

         All  reasonable  costs and legal fees paid or incurred by the Executive
pursuant to any dispute or question of interpretation relating to this Agreement
shall be paid or  reimbursed by the Bank (which  payments are  guaranteed by the
Company  pursuant to Section 6 hereof) if Executive is  successful on the merits
pursuant to a legal judgment, arbitration or settlement.


<PAGE>

16.       SIGNATURES:
          -----------

     IN  WITNESS  WHEREOF,  Harbor  Federal  Savings  Bank  and  Harbor  Florida
Bancshares,  Inc.  each has caused  this  Agreement  to be  executed by its duly
authorized officers, and Executive has signed this Agreement, as of the 19th day
of April, 2000.

ATTEST:                               HARBOR FEDERAL SAVINGS BANK



_/s/ Toni Santiuste______         BY: __/s/ Michael J. Brown Sr._____________


ATTEST:                               HARBOR FLORIDA BANCSHARES, INC.



/s/ Robin Moorman____________     BY: _/s/ Edward G. Enns____________________


WITNESS:



/s/ Toni Santiuste_______            _____________ /s/__________________________
                                              Michael J. Brown, Jr., Executive

<PAGE>

                 CHANGE IN CONTROL AND NON-COMPETITION AGREEMENT



         THIS  AGREEMENT  is made  effective  as of April 19,  2000 by and among
Harbor  Federal  Savings Bank (the  "Bank"),  Harbor  Florida  Bancshares,  Inc.
("Bancshares" or the "Holding Company") and Albert L. Fort (the "Executive").

         WHEREAS,  the Bank  recognizes  the substantial contribution  Executive
makes to the Bank and wishes to protect Executive's position  therewith  for the
period provided in this Agreement: and

         WHEREAS,  the Executive acknowledges that he will become familiar  with
confidential  and  proprietary  information  of  the  Bank and Bancshares in the
course of his employment duties: and

         WHEREAS,  the  Executive has been  elected  to, and has agreed to serve
in the position of Senior Vice President for the Bank, a position of substantial
responsibility: and

         NOW,   THEREFORE,    in   consideration   of   the   contribution   and
responsibilities  of  Executive,   and  upon  the  other  terms  and  conditions
hereinafter provided, the parties hereto agree as follows:

1.       GENERAL.

         Employee is,  except as described in Section 4, an employee at will and
serves at the pleasure of the Chief Executive Officer and the Board of Directors
of the Bank (the "Board").

2.       TERM OF AGREEMENT.

         The term of this  Agreement  shall  commence as of the date first above
written  and  shall  continue  for a  period  of  three  (3)  years  thereafter.
Commencing  on or  before  the  first  anniversary  date of this  Agreement  and
continuing  each year  thereafter,  the Board may extend this  Agreement  for an
additional  year.  The Board  will  review  the  Agreement  and the  Executive's
performance   annually  for  purposes  of  determining  whether  to  extend  the
Agreement,  and the  results  thereof  shall be  included  in the minutes of the
Board's meeting.

3.       PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL.

     (a) Upon the  occurrence of a Change in Control (as herein  defined) of the
Bank,  or  Bancshares,  followed  at any time within one (1) year of a Change in
Control, and during the term of this Agreement,  by the voluntary or involuntary
termination  of  Executive's  employment,  other  than for Cause as  defined  in
Section 3(c)hereof, the provisions of Section 4 shall apply. Upon the occurrence
of a Change in Control,  Executive  shall have the right to elect to voluntarily
terminate his employment at any time during the term of this Agreement following
any demotion,  loss of title, office or significant authority,  reduction in his
annual compensation,  or relocation of his principal place of employment by more
than 50 miles from its location immediately prior to the Change in Control.

     (b) For  purposes of this  Agreement,  a "Change in Control" of the Bank or
the Holding Company shall mean (a) merger or consolidation where the Bank or the
Holding Company is not the consolidated or surviving  association,  (b) transfer
of all or substantially  of the assets of the Bank or the Holding  Company,  (c)
voluntary or involuntary  dissolution of the Bank or the Holding  Company or (d)
change in control as defined  under the Change in Bank Control Act of 1978.  The
surviving  or resulting  association,  the  transferee  of Bank's or the Holding
Company's assets or the control person shall be bound by and have the benefit of
the  provisions of the Agreement and the Bank or the Holding  Company shall take
all actions  necessary to insure that such  association,  transferee  or control
person is bound by the provisions of this Agreement.

     (c)  Executive  shall not have the right to  receive  termination  benefits
pursuant to Section 4 hereof upon Termination for Cause.  The term  "Termination
for  Cause"  shall  mean  termination   because  of  the  Executive's   personal
dishonesty,  incompetence,  willful  misconduct,  any breach of  fiduciary  duty
involving personal profit, intentional failure to perform stated duties, willful
violation of any law,  rule,  or  regulation  (other than traffic  violations or
similar  offenses) or final  cease-and-desist  order,  or material breach of any
material provision of this Agreement. In determining  incompetence,  the acts or
omissions  shall be  measured  against  standards  generally  prevailing  in the
savings institutions  industry.  Notwithstanding the foregoing,  Executive shall

<PAGE>

not be deemed to have been  Terminated  for Cause  unless and until  there shall
have  been  delivered  to  him a  copy  of a  resolution  duly  adopted  by  the
affirmative  vote of not less than a majority of the Board of  Directors  of the
Bank at a  meeting  of the  Board  called  and  held  for  that  purpose  (after
reasonable  notice to the Executive and an  opportunity  for him,  together with
counsel,  to be heard  before the Board at such  meeting and which such  meeting
shall be held not more than 30 days from the date of notice  during which period
Executive may be suspended with pay),  finding that in the good faith opinion of
the Board, the Executive was guilty of conduct justifying Termination for Cause.

4.       TERMINATION BENEFITS.
         ---------------------

     (a) Upon the occurrence of a Change of Control, followed at any time during
the term of this  Agreement by the voluntary or  involuntary  termination of the
Executive's  employment,  other than for Termination for Cause, the Bank and the
company shall pay the Executive,  or in the event of his subsequent  death,  his
beneficiary or beneficiaries, or his estate, as the case may be,as severance pay
or liquidated  damages,  or both, a sum equal to his then current annual salary.
At the election of the Executive  such payment may be made in a lump sum or paid
in equal  monthly  installments  during the twelve  (12)  months  following  the
Executive's  termination.  In the event that no election is made, payment to the
Executive will be in equal monthly installments.

     (b) Upon the  occurrence  of a Change of Control of the Bank or the Holding
Company  followed  at  any  time  during  the  term  of  this  Agreement  by the
Executive's voluntary or involuntary  termination of employment,  other than for
Termination  for Cause,  the Bank shall  cause to be  continued  life,  medical,
dental  and  disability  coverage   substantially   identical  to  the  coverage
maintained by the Bank for the Executive  prior to his severance,  except to the
extent such coverage may be changed in its  application  to all Bank  employees.
Such  coverage and payments  shall cease upon the earlier of the  expiration  of
twelve (12) months or the Executive obtaining other coverage.

     (c) At  the  effective  date  of  this  Agreement,  and  annually  on  each
anniversary,  Executive  shall make the  election  referred  to in Section  4(a)
hereof with respect to whether the amounts payable under said Section 4(a) shall
be paid in a lump sum or on a monthly basis.  Such election shall be irrevocable
for the year for which such election is made and shall  continue in effect until
the executive has made his next annual election.

     (d) Notwithstanding the preceding paragraphs of this Section 4, in no event
shall the  aggregate  payments or  benefits to be made or afforded to  Executive
under  said  paragraphs  (the  "Termination  Benefits")  constitute  an  "excess
parachute payment" under Section 280G of the code or any successor thereto,  and
in  order to  avoid  such a result  Termination  Benefits  will be  reduced,  if
necessary, to an amount (the "Non-Triggering Amount"), the value of which is one
dollar  ($1.00) less than an amount equal to three (3) times  Executive's  "base
amount",as  determined in accordance  with said Section 280G.  The allocation of
the reduction  required  hereby among the Termination  Benefits  provided by the
preceding paragraphs of this Section 4 shall be determined by the Executive.

5.       NOTICE OF TERMINATION.
         ----------------------

     (a)  Any  purported  termination  by the  Bank  or by  Executive  shall  be
communicated by Notice of Termination to the other parties thereto. For purposes
of this Agreement,  a "Notice of Termination"  shall mean a written notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

     (b) "Date of  Termination"  shall mean the date  specified in the Notice of
Termination which, in the instance of Termination for Cause, shall be immediate.

6.       SOURCE OF PAYMENTS.

         It is intended by the parties hereto that all payments provided in this
Agreement shall be paid in cash or check from the general funds of the Bank. The
Holding Company,  however,  guarantees  payment and provision of all amounts and
benefits due  hereunder to the  Executive,  and if such amounts and benefits due
from the Bank are not timely  paid or  provided  by the Bank,  such  amounts and
benefits shall be paid or provided by the Holding Company.


<PAGE>

7.       NON-COMPETITION AND CONFIDENTIAL INFORMATION

     (a) During the term of this Agreement,  and for one (1) year after the date
the Executive is terminated by the Bank or  Bancshares,  whether  voluntarily or
involuntarily,  with or without cause,  the Executive shall not compete directly
or  indirectly  in the Florida  counties of St.  Lucie,  Martin,  Indian  River,
Brevard, Volusia or Okeechobee (collectively,  the "Counties") with any business
then being  conducted  by the Bank or  Bancshares  without  their prior  written
consent.  The term  "compete"  means  rendering  any  service by the  Executive,
whether as an employee, director, consultant,  independent contractor,  partner,
co-venturer  or  investor  (excluding  any  interest  of the  Executive  through
investment  of up to an  aggregate  of 10% in the equity or debt  securities  or
equivalent partnership interest of any person required to register under Section
12(g)  of  the  securities  Exchange  Act  of  1934)  to or  on  behalf  of  any
organization,  including but not limited to any commercial  bank,  savings bank,
savings and loan association,  credit union, mortgage banking company, insurance
company or brokerage firm,  conducting any business then  competitive to that of
the Bank or Bancshares in the Counties.

     (b) The Executive  acknowledges  that during his employment he has learned,
will learn and will have access to confidential information regarding Bancshares
or the Bank and its customers and business.  The Executive  agrees and covenants
not to  disclose  or use for his own  benefit  or the  benefit  of any person or
entity with which he may be associated any  confidential  information  unless or
until  the  Bank  or  Bancshares  consents  to  such  disclosure  or use of such
information becomes common knowledge in the industry or otherwise legally in the
public domain.

8.       MODIFICATION AND WAIVER.

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (b) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the  specific  term or  condition  for the future or as to any act other than
that specifically waived.

9.       REQUIRED REGULATORY PROVISIONS.

     (a) The Board of Directors may terminate the Executive's  employment at any
time, but any termination by the Board of Directors,  other than Termination for
Cause,  shall not  prejudice  the  Executive's  right to  compensation  or other
benefits under this Agreement. The Executive shall not have the right to receive
compensation  or other  benefits for any period after  Termination  for Cause as
defined in Section 3 hereinabove.

     (b) If the Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) (12) U.S.C.  ss.  1818(e)(3)) or 8(g) (12 U.S.C. ss. 1818(g)) of
the Federal  Deposit  Insurance  Act, as amended by the  financial  Institutions
Reform,  Recovery and Enforcement Act of 1989, the Bank's obligations under this
contract  shall  be  suspended  as of the  date of  service,  unless  stayed  by
appropriate  proceedings.  If the charges in the notice are dismissed,  the Bank
may in its  discretion  (i) pay the  Executive  all or part of the  compensation
withheld while their contract  obligations were suspended and (ii) reinstate (in
whole or in part) any of the obligations which were suspended.

     (c)  If  the  Executive  is  removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e) (12 U.S.C.  ss.  1818(e)) or 8(g) (12 U.S.C.  ss.  1818(g)) of the
Federal Deposit Insurance Act, as mended by the financial  Institutions  Reform,
Recovery and  Enforcement  Act of 1989,  all  obligations of the Bank under this
contract  shall  terminate  as of the  effective  date of the order,  but vested
rights of the contracting parties shall not be affected.

     (d)  If  the  Bank  is  in  default   as   defined  in  section   3(x)  (12
U.S.C.ss.1813(x)(1))  of the  Federal  Deposit  Insurance  Act, as mended by the
Financial  Institutions  Reform,  Recovery  and  Enforcement  Act of  1989,  all
obligations  of the Bank under this contract  shall  terminate as of the date of
default,  but  this  paragraph  shall  not  affect  any  vested  rights  of  the
contracting parties.


<PAGE>

     (e) All obligations under this contract shall be terminated,  except to the
extent  determined  that  continuation  of the  contract  is  necessary  for the
continued  operation  of the  institution:  (i) by the Director of the Office of
Thrift  Supervision  (or his or her  designee)  at the time the Federal  Deposit
Insurance  Corporation  or the  Resolution  Trust  Corporation  enters  into  an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the Federal Deposit  Insurance Act; or (ii) by the
Director of the Office of Thrift  Supervision  (or his or her  designee)  at the
time the  Director (or his or her  designee)  approves a  supervisory  merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the  Director  to be in an unsafe or  unsound  condition.  Any  rights of the
parties that have already vested, however, shall not be affected by such action.

10.      REINSTATEMENT OF BENEFITS UNDER SECTION 9(b).

         In the event the Executive is suspended and/or  temporarily  prohibited
from participating in the conduct of the Bank's affairs by a notice described in
section  9(b) hereof (the  "Notice")  during the terms of this  Agreement  and a
Change  in  control,  as  defined  herein,  occurs,  the Bank  will  assume  its
obligation  to pay and the  Executive  will be  entitled  to receive  all of the
termination  benefits  provided for under Section 4 of this  Agreement  upon the
Bank's receipt of a dismissal of charges in the Notice.


11.      SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

12.      HEADINGS FOR REFERENCE ONLY.
         ----------------------------

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

13.      GOVERNING LAW.
         --------------

         The validity,  interpretation,  performance,  and  enforcement  of this
Agreement shall be governed by Florida law.

14.      ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement  shall be settled  exclusively by  arbitration in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's  award in any court having  jurisdiction;  provided,
however,  that the Executive  shall be entitled to seek specific  performance of
his right to be paid until the Date of  Termination  during the  pendency of any
dispute or controversy arising under or in connection with this Agreement.

15.       PAYMENT OF COSTS AND LEGAL FEES.
          --------------------------------

         All  reasonable  costs and legal fees paid or incurred by the Executive
pursuant to any dispute or question of interpretation relating to this Agreement
shall be paid or  reimbursed by the Bank (which  payments are  guaranteed by the
Company  pursuant to Section 6 hereof) if Executive is  successful on the merits
pursuant to a legal judgment, arbitration or settlement.


<PAGE>

16.       SIGNATURES:
          -----------

     IN  WITNESS  WHEREOF,  Harbor  Federal  Savings  Bank  and  Harbor  Florida
Bancshares,  Inc.  each has caused  this  Agreement  to be  executed by its duly
authorized officers, and Executive has signed this Agreement, as of the 19th day
of April, 2000.

ATTEST:                               HARBOR FEDERAL SAVINGS BANK



_/s/ Toni Santiuste______         BY: __/s/ Michael J. Brown Sr._____________


ATTEST:                               HARBOR FLORIDA BANCSHARES, INC.



/s/ Robin Moorman____________     BY: _/s/ Edward G. Enns____________________


WITNESS:



/s/ Toni Santiuste_______            _____________/s/__________________________
                                              Albert L. Fort, Executive
<PAGE>

                 CHANGE IN CONTROL AND NON-COMPETITION AGREEMENT



         THIS  AGREEMENT  is made  effective  as of April 19,  2000 by and among
Harbor  Federal  Savings Bank (the  "Bank"),  Harbor  Florida  Bancshares,  Inc.
("Bancshares" or the "Holding Company") and David C. Hankle (the "Executive").

         WHEREAS,  the Bank  recognizes  the substantial contribution  Executive
makes to the Bank and wishes to protect Executive's position  therewith  for the
period provided in this Agreement: and

         WHEREAS,  the Executive acknowledges that he will become familiar  with
confidential  and  proprietary  information  of  the  Bank and Bancshares in the
course of his employment duties: and

         WHEREAS,  the  Executive has been  elected  to, and has agreed to serve
in the position of Senior Vice President for the Bank, a position of substantial
responsibility: and

         NOW,   THEREFORE,    in   consideration   of   the   contribution   and
responsibilities  of  Executive,   and  upon  the  other  terms  and  conditions
hereinafter provided, the parties hereto agree as follows:

1.       GENERAL.

         Employee is,  except as described in Section 4, an employee at will and
serves at the pleasure of the Chief Executive Officer and the Board of Directors
of the Bank (the "Board").

2.       TERM OF AGREEMENT.

         The term of this  Agreement  shall  commence as of the date first above
written  and  shall  continue  for a  period  of  three  (3)  years  thereafter.
Commencing  on or  before  the  first  anniversary  date of this  Agreement  and
continuing  each year  thereafter,  the Board may extend this  Agreement  for an
additional  year.  The Board  will  review  the  Agreement  and the  Executive's
performance   annually  for  purposes  of  determining  whether  to  extend  the
Agreement,  and the  results  thereof  shall be  included  in the minutes of the
Board's meeting.

3.       PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL.

     (a) Upon the  occurrence of a Change in Control (as herein  defined) of the
Bank,  or  Bancshares,  followed  at any time within one (1) year of a Change in
Control, and during the term of this Agreement,  by the voluntary or involuntary
termination  of  Executive's  employment,  other  than for Cause as  defined  in
Section 3(c)hereof, the provisions of Section 4 shall apply. Upon the occurrence
of a Change in Control,  Executive  shall have the right to elect to voluntarily
terminate his employment at any time during the term of this Agreement following
any demotion,  loss of title, office or significant authority,  reduction in his
annual compensation,  or relocation of his principal place of employment by more
than 50 miles from its location immediately prior to the Change in Control.

     (b) For  purposes of this  Agreement,  a "Change in Control" of the Bank or
the Holding Company shall mean (a) merger or consolidation where the Bank or the
Holding Company is not the consolidated or surviving  association,  (b) transfer
of all or substantially  of the assets of the Bank or the Holding  Company,  (c)
voluntary or involuntary  dissolution of the Bank or the Holding  Company or (d)
change in control as defined  under the Change in Bank Control Act of 1978.  The
surviving  or resulting  association,  the  transferee  of Bank's or the Holding
Company's assets or the control person shall be bound by and have the benefit of
the  provisions of the Agreement and the Bank or the Holding  Company shall take
all actions  necessary to insure that such  association,  transferee  or control
person is bound by the provisions of this Agreement.

     (c)  Executive  shall not have the right to  receive  termination  benefits
pursuant to Section 4 hereof upon Termination for Cause.  The term  "Termination
for  Cause"  shall  mean  termination   because  of  the  Executive's   personal
dishonesty,  incompetence,  willful  misconduct,  any breach of  fiduciary  duty
involving personal profit, intentional failure to perform stated duties, willful
violation of any law,  rule,  or  regulation  (other than traffic  violations or
similar  offenses) or final  cease-and-desist  order,  or material breach of any
material provision of this Agreement. In determining  incompetence,  the acts or
omissions  shall be  measured  against  standards  generally  prevailing  in the
savings institutions  industry.  Notwithstanding the foregoing,  Executive shall

<PAGE>

not be deemed to have been  Terminated  for Cause  unless and until  there shall
have  been  delivered  to  him a  copy  of a  resolution  duly  adopted  by  the
affirmative  vote of not less than a majority of the Board of  Directors  of the
Bank at a  meeting  of the  Board  called  and  held  for  that  purpose  (after
reasonable  notice to the Executive and an  opportunity  for him,  together with
counsel,  to be heard  before the Board at such  meeting and which such  meeting
shall be held not more than 30 days from the date of notice  during which period
Executive may be suspended with pay),  finding that in the good faith opinion of
the Board, the Executive was guilty of conduct justifying Termination for Cause.

4.       TERMINATION BENEFITS.
         ---------------------

     (a) Upon the occurrence of a Change of Control, followed at any time during
the term of this  Agreement by the voluntary or  involuntary  termination of the
Executive's  employment,  other than for Termination for Cause, the Bank and the
company shall pay the Executive,  or in the event of his subsequent  death,  his
beneficiary or beneficiaries, or his estate, as the case may be,as severance pay
or liquidated  damages,  or both, a sum equal to his then current annual salary.
At the election of the Executive  such payment may be made in a lump sum or paid
in equal  monthly  installments  during the twelve  (12)  months  following  the
Executive's  termination.  In the event that no election is made, payment to the
Executive will be in equal monthly installments.

     (b) Upon the  occurrence  of a Change of Control of the Bank or the Holding
Company  followed  at  any  time  during  the  term  of  this  Agreement  by the
Executive's voluntary or involuntary  termination of employment,  other than for
Termination  for Cause,  the Bank shall  cause to be  continued  life,  medical,
dental  and  disability  coverage   substantially   identical  to  the  coverage
maintained by the Bank for the Executive  prior to his severance,  except to the
extent such coverage may be changed in its  application  to all Bank  employees.
Such  coverage and payments  shall cease upon the earlier of the  expiration  of
twelve (12) months or the Executive obtaining other coverage.

     (c) At  the  effective  date  of  this  Agreement,  and  annually  on  each
anniversary,  Executive  shall make the  election  referred  to in Section  4(a)
hereof with respect to whether the amounts payable under said Section 4(a) shall
be paid in a lump sum or on a monthly basis.  Such election shall be irrevocable
for the year for which such election is made and shall  continue in effect until
the executive has made his next annual election.

     (d) Notwithstanding the preceding paragraphs of this Section 4, in no event
shall the  aggregate  payments or  benefits to be made or afforded to  Executive
under  said  paragraphs  (the  "Termination  Benefits")  constitute  an  "excess
parachute payment" under Section 280G of the code or any successor thereto,  and
in  order to  avoid  such a result  Termination  Benefits  will be  reduced,  if
necessary, to an amount (the "Non-Triggering Amount"), the value of which is one
dollar  ($1.00) less than an amount equal to three (3) times  Executive's  "base
amount",as  determined in accordance  with said Section 280G.  The allocation of
the reduction  required  hereby among the Termination  Benefits  provided by the
preceding paragraphs of this Section 4 shall be determined by the Executive.

5.       NOTICE OF TERMINATION.
         ----------------------

     (a)  Any  purported  termination  by the  Bank  or by  Executive  shall  be
communicated by Notice of Termination to the other parties thereto. For purposes
of this Agreement,  a "Notice of Termination"  shall mean a written notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

     (b) "Date of  Termination"  shall mean the date  specified in the Notice of
Termination which, in the instance of Termination for Cause, shall be immediate.

6.       SOURCE OF PAYMENTS.

         It is intended by the parties hereto that all payments provided in this
Agreement shall be paid in cash or check from the general funds of the Bank. The
Holding Company,  however,  guarantees  payment and provision of all amounts and
benefits due  hereunder to the  Executive,  and if such amounts and benefits due
from the Bank are not timely  paid or  provided  by the Bank,  such  amounts and
benefits shall be paid or provided by the Holding Company.


<PAGE>

7.       NON-COMPETITION AND CONFIDENTIAL INFORMATION

     (a) During the term of this Agreement,  and for one (1) year after the date
the Executive is terminated by the Bank or  Bancshares,  whether  voluntarily or
involuntarily,  with or without cause,  the Executive shall not compete directly
or  indirectly  in the Florida  counties of St.  Lucie,  Martin,  Indian  River,
Brevard, Volusia or Okeechobee (collectively,  the "Counties") with any business
then being  conducted  by the Bank or  Bancshares  without  their prior  written
consent.  The term  "compete"  means  rendering  any  service by the  Executive,
whether as an employee, director, consultant,  independent contractor,  partner,
co-venturer  or  investor  (excluding  any  interest  of the  Executive  through
investment  of up to an  aggregate  of 10% in the equity or debt  securities  or
equivalent partnership interest of any person required to register under Section
12(g)  of  the  securities  Exchange  Act  of  1934)  to or  on  behalf  of  any
organization,  including but not limited to any commercial  bank,  savings bank,
savings and loan association,  credit union, mortgage banking company, insurance
company or brokerage firm,  conducting any business then  competitive to that of
the Bank or Bancshares in the Counties.

     (b) The Executive  acknowledges  that during his employment he has learned,
will learn and will have access to confidential information regarding Bancshares
or the Bank and its customers and business.  The Executive  agrees and covenants
not to  disclose  or use for his own  benefit  or the  benefit  of any person or
entity with which he may be associated any  confidential  information  unless or
until  the  Bank  or  Bancshares  consents  to  such  disclosure  or use of such
information becomes common knowledge in the industry or otherwise legally in the
public domain.

8.       MODIFICATION AND WAIVER.

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (b) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the  specific  term or  condition  for the future or as to any act other than
that specifically waived.

9.       REQUIRED REGULATORY PROVISIONS.

     (a) The Board of Directors may terminate the Executive's  employment at any
time, but any termination by the Board of Directors,  other than Termination for
Cause,  shall not  prejudice  the  Executive's  right to  compensation  or other
benefits under this Agreement. The Executive shall not have the right to receive
compensation  or other  benefits for any period after  Termination  for Cause as
defined in Section 3 hereinabove.

     (b) If the Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) (12) U.S.C.  ss.  1818(e)(3)) or 8(g) (12 U.S.C. ss. 1818(g)) of
the Federal  Deposit  Insurance  Act, as amended by the  financial  Institutions
Reform,  Recovery and Enforcement Act of 1989, the Bank's obligations under this
contract  shall  be  suspended  as of the  date of  service,  unless  stayed  by
appropriate  proceedings.  If the charges in the notice are dismissed,  the Bank
may in its  discretion  (i) pay the  Executive  all or part of the  compensation
withheld while their contract  obligations were suspended and (ii) reinstate (in
whole or in part) any of the obligations which were suspended.

     (c)  If  the  Executive  is  removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e) (12 U.S.C.  ss.  1818(e)) or 8(g) (12 U.S.C.  ss.  1818(g)) of the
Federal Deposit Insurance Act, as mended by the financial  Institutions  Reform,
Recovery and  Enforcement  Act of 1989,  all  obligations of the Bank under this
contract  shall  terminate  as of the  effective  date of the order,  but vested
rights of the contracting parties shall not be affected.

     (d)  If  the  Bank  is  in  default   as   defined  in  section   3(x)  (12
U.S.C.ss.1813(x)(1))  of the  Federal  Deposit  Insurance  Act, as mended by the
Financial  Institutions  Reform,  Recovery  and  Enforcement  Act of  1989,  all
obligations  of the Bank under this contract  shall  terminate as of the date of
default,  but  this  paragraph  shall  not  affect  any  vested  rights  of  the
contracting parties.


<PAGE>

     (e) All obligations under this contract shall be terminated,  except to the
extent  determined  that  continuation  of the  contract  is  necessary  for the
continued  operation  of the  institution:  (i) by the Director of the Office of
Thrift  Supervision  (or his or her  designee)  at the time the Federal  Deposit
Insurance  Corporation  or the  Resolution  Trust  Corporation  enters  into  an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the Federal Deposit  Insurance Act; or (ii) by the
Director of the Office of Thrift  Supervision  (or his or her  designee)  at the
time the  Director (or his or her  designee)  approves a  supervisory  merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the  Director  to be in an unsafe or  unsound  condition.  Any  rights of the
parties that have already vested, however, shall not be affected by such action.

10.      REINSTATEMENT OF BENEFITS UNDER SECTION 9(b).

         In the event the Executive is suspended and/or  temporarily  prohibited
from participating in the conduct of the Bank's affairs by a notice described in
section  9(b) hereof (the  "Notice")  during the terms of this  Agreement  and a
Change  in  control,  as  defined  herein,  occurs,  the Bank  will  assume  its
obligation  to pay and the  Executive  will be  entitled  to receive  all of the
termination  benefits  provided for under Section 4 of this  Agreement  upon the
Bank's receipt of a dismissal of charges in the Notice.


11.      SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

12.      HEADINGS FOR REFERENCE ONLY.
         ----------------------------

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

13.      GOVERNING LAW.
         --------------

         The validity,  interpretation,  performance,  and  enforcement  of this
Agreement shall be governed by Florida law.

14.      ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement  shall be settled  exclusively by  arbitration in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's  award in any court having  jurisdiction;  provided,
however,  that the Executive  shall be entitled to seek specific  performance of
his right to be paid until the Date of  Termination  during the  pendency of any
dispute or controversy arising under or in connection with this Agreement.

15.       PAYMENT OF COSTS AND LEGAL FEES.
          --------------------------------

         All  reasonable  costs and legal fees paid or incurred by the Executive
pursuant to any dispute or question of interpretation relating to this Agreement
shall be paid or  reimbursed by the Bank (which  payments are  guaranteed by the
Company  pursuant to Section 6 hereof) if Executive is  successful on the merits
pursuant to a legal judgment, arbitration or settlement.


<PAGE>

16.       SIGNATURES:
          -----------

     IN  WITNESS  WHEREOF,  Harbor  Federal  Savings  Bank  and  Harbor  Florida
Bancshares,  Inc.  each has caused  this  Agreement  to be  executed by its duly
authorized officers, and Executive has signed this Agreement, as of the 19th day
of April, 2000.

ATTEST:                               HARBOR FEDERAL SAVINGS BANK



_/s/ Toni Santiuste______         BY: __/s/ Michael J. Brown Sr._____________


ATTEST:                               HARBOR FLORIDA BANCSHARES, INC.



/s/ Robin Moorman____________     BY: _/s/ Edward G. Enns____________________


WITNESS:



/s/ Toni Santiuste_______            _____________/s/__________________________
                                              David C. Hankle, Executive

<PAGE>

                 CHANGE IN CONTROL AND NON-COMPETITION AGREEMENT



         THIS  AGREEMENT  is made  effective  as of April 19,  2000 by and among
Harbor  Federal  Savings Bank (the  "Bank"),  Harbor  Florida  Bancshares,  Inc.
("Bancshares" or the "Holding Company") and J. Hal Roberts (the "Executive").

         WHEREAS,  the Bank  recognizes  the substantial contribution  Executive
makes to the Bank and wishes to protect Executive's position  therewith  for the
period provided in this Agreement: and

         WHEREAS,  the Executive acknowledges that he will become familiar  with
confidential  and  proprietary  information  of  the  Bank and Bancshares in the
course of his employment duties: and

         WHEREAS,  the  Executive has been  elected  to, and has agreed to serve
in the position of Senior Vice President for the Bank, a position of substantial
responsibility: and

         NOW,   THEREFORE,    in   consideration   of   the   contribution   and
responsibilities  of  Executive,   and  upon  the  other  terms  and  conditions
hereinafter provided, the parties hereto agree as follows:

1.       GENERAL.

         Employee is,  except as described in Section 4, an employee at will and
serves at the pleasure of the Chief Executive Officer and the Board of Directors
of the Bank (the "Board").

2.       TERM OF AGREEMENT.

         The term of this  Agreement  shall  commence as of the date first above
written  and  shall  continue  for a  period  of  three  (3)  years  thereafter.
Commencing  on or  before  the  first  anniversary  date of this  Agreement  and
continuing  each year  thereafter,  the Board may extend this  Agreement  for an
additional  year.  The Board  will  review  the  Agreement  and the  Executive's
performance   annually  for  purposes  of  determining  whether  to  extend  the
Agreement,  and the  results  thereof  shall be  included  in the minutes of the
Board's meeting.

3.       PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL.

     (a) Upon the  occurrence of a Change in Control (as herein  defined) of the
Bank,  or  Bancshares,  followed  at any time within one (1) year of a Change in
Control, and during the term of this Agreement,  by the voluntary or involuntary
termination  of  Executive's  employment,  other  than for Cause as  defined  in
Section 3(c)hereof, the provisions of Section 4 shall apply. Upon the occurrence
of a Change in Control,  Executive  shall have the right to elect to voluntarily
terminate his employment at any time during the term of this Agreement following
any demotion,  loss of title, office or significant authority,  reduction in his
annual compensation,  or relocation of his principal place of employment by more
than 50 miles from its location immediately prior to the Change in Control.

     (b) For  purposes of this  Agreement,  a "Change in Control" of the Bank or
the Holding Company shall mean (a) merger or consolidation where the Bank or the
Holding Company is not the consolidated or surviving  association,  (b) transfer
of all or substantially  of the assets of the Bank or the Holding  Company,  (c)
voluntary or involuntary  dissolution of the Bank or the Holding  Company or (d)
change in control as defined  under the Change in Bank Control Act of 1978.  The
surviving  or resulting  association,  the  transferee  of Bank's or the Holding
Company's assets or the control person shall be bound by and have the benefit of
the  provisions of the Agreement and the Bank or the Holding  Company shall take
all actions  necessary to insure that such  association,  transferee  or control
person is bound by the provisions of this Agreement.

     (c)  Executive  shall not have the right to  receive  termination  benefits
pursuant to Section 4 hereof upon Termination for Cause.  The term  "Termination
for  Cause"  shall  mean  termination   because  of  the  Executive's   personal
dishonesty,  incompetence,  willful  misconduct,  any breach of  fiduciary  duty
involving personal profit, intentional failure to perform stated duties, willful
violation of any law,  rule,  or  regulation  (other than traffic  violations or
similar  offenses) or final  cease-and-desist  order,  or material breach of any
material provision of this Agreement. In determining  incompetence,  the acts or
omissions  shall be  measured  against  standards  generally  prevailing  in the
savings institutions  industry.  Notwithstanding the foregoing,  Executive shall

<PAGE>

not be deemed to have been  Terminated  for Cause  unless and until  there shall
have  been  delivered  to  him a  copy  of a  resolution  duly  adopted  by  the
affirmative  vote of not less than a majority of the Board of  Directors  of the
Bank at a  meeting  of the  Board  called  and  held  for  that  purpose  (after
reasonable  notice to the Executive and an  opportunity  for him,  together with
counsel,  to be heard  before the Board at such  meeting and which such  meeting
shall be held not more than 30 days from the date of notice  during which period
Executive may be suspended with pay),  finding that in the good faith opinion of
the Board, the Executive was guilty of conduct justifying Termination for Cause.

4.       TERMINATION BENEFITS.
         ---------------------

     (a) Upon the occurrence of a Change of Control, followed at any time during
the term of this  Agreement by the voluntary or  involuntary  termination of the
Executive's  employment,  other than for Termination for Cause, the Bank and the
company shall pay the Executive,  or in the event of his subsequent  death,  his
beneficiary or beneficiaries, or his estate, as the case may be,as severance pay
or liquidated  damages,  or both, a sum equal to his then current annual salary.
At the election of the Executive  such payment may be made in a lump sum or paid
in equal  monthly  installments  during the twelve  (12)  months  following  the
Executive's  termination.  In the event that no election is made, payment to the
Executive will be in equal monthly installments.

     (b) Upon the  occurrence  of a Change of Control of the Bank or the Holding
Company  followed  at  any  time  during  the  term  of  this  Agreement  by the
Executive's voluntary or involuntary  termination of employment,  other than for
Termination  for Cause,  the Bank shall  cause to be  continued  life,  medical,
dental  and  disability  coverage   substantially   identical  to  the  coverage
maintained by the Bank for the Executive  prior to his severance,  except to the
extent such coverage may be changed in its  application  to all Bank  employees.
Such  coverage and payments  shall cease upon the earlier of the  expiration  of
twelve (12) months or the Executive obtaining other coverage.

     (c) At  the  effective  date  of  this  Agreement,  and  annually  on  each
anniversary,  Executive  shall make the  election  referred  to in Section  4(a)
hereof with respect to whether the amounts payable under said Section 4(a) shall
be paid in a lump sum or on a monthly basis.  Such election shall be irrevocable
for the year for which such election is made and shall  continue in effect until
the executive has made his next annual election.

     (d) Notwithstanding the preceding paragraphs of this Section 4, in no event
shall the  aggregate  payments or  benefits to be made or afforded to  Executive
under  said  paragraphs  (the  "Termination  Benefits")  constitute  an  "excess
parachute payment" under Section 280G of the code or any successor thereto,  and
in  order to  avoid  such a result  Termination  Benefits  will be  reduced,  if
necessary, to an amount (the "Non-Triggering Amount"), the value of which is one
dollar  ($1.00) less than an amount equal to three (3) times  Executive's  "base
amount",as  determined in accordance  with said Section 280G.  The allocation of
the reduction  required  hereby among the Termination  Benefits  provided by the
preceding paragraphs of this Section 4 shall be determined by the Executive.

5.       NOTICE OF TERMINATION.
         ----------------------

     (a)  Any  purported  termination  by the  Bank  or by  Executive  shall  be
communicated by Notice of Termination to the other parties thereto. For purposes
of this Agreement,  a "Notice of Termination"  shall mean a written notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

     (b) "Date of  Termination"  shall mean the date  specified in the Notice of
Termination which, in the instance of Termination for Cause, shall be immediate.

6.       SOURCE OF PAYMENTS.

         It is intended by the parties hereto that all payments provided in this
Agreement shall be paid in cash or check from the general funds of the Bank. The
Holding Company,  however,  guarantees  payment and provision of all amounts and
benefits due  hereunder to the  Executive,  and if such amounts and benefits due
from the Bank are not timely  paid or  provided  by the Bank,  such  amounts and
benefits shall be paid or provided by the Holding Company.


<PAGE>

7.       NON-COMPETITION AND CONFIDENTIAL INFORMATION

     (a) During the term of this Agreement,  and for one (1) year after the date
the Executive is terminated by the Bank or  Bancshares,  whether  voluntarily or
involuntarily,  with or without cause,  the Executive shall not compete directly
or  indirectly  in the Florida  counties of St.  Lucie,  Martin,  Indian  River,
Brevard, Volusia or Okeechobee (collectively,  the "Counties") with any business
then being  conducted  by the Bank or  Bancshares  without  their prior  written
consent.  The term  "compete"  means  rendering  any  service by the  Executive,
whether as an employee, director, consultant,  independent contractor,  partner,
co-venturer  or  investor  (excluding  any  interest  of the  Executive  through
investment  of up to an  aggregate  of 10% in the equity or debt  securities  or
equivalent partnership interest of any person required to register under Section
12(g)  of  the  securities  Exchange  Act  of  1934)  to or  on  behalf  of  any
organization,  including but not limited to any commercial  bank,  savings bank,
savings and loan association,  credit union, mortgage banking company, insurance
company or brokerage firm,  conducting any business then  competitive to that of
the Bank or Bancshares in the Counties.

     (b) The Executive  acknowledges  that during his employment he has learned,
will learn and will have access to confidential information regarding Bancshares
or the Bank and its customers and business.  The Executive  agrees and covenants
not to  disclose  or use for his own  benefit  or the  benefit  of any person or
entity with which he may be associated any  confidential  information  unless or
until  the  Bank  or  Bancshares  consents  to  such  disclosure  or use of such
information becomes common knowledge in the industry or otherwise legally in the
public domain.

8.       MODIFICATION AND WAIVER.

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (b) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the  specific  term or  condition  for the future or as to any act other than
that specifically waived.

9.       REQUIRED REGULATORY PROVISIONS.

     (a) The Board of Directors may terminate the Executive's  employment at any
time, but any termination by the Board of Directors,  other than Termination for
Cause,  shall not  prejudice  the  Executive's  right to  compensation  or other
benefits under this Agreement. The Executive shall not have the right to receive
compensation  or other  benefits for any period after  Termination  for Cause as
defined in Section 3 hereinabove.

     (b) If the Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) (12) U.S.C.  ss.  1818(e)(3)) or 8(g) (12 U.S.C. ss. 1818(g)) of
the Federal  Deposit  Insurance  Act, as amended by the  financial  Institutions
Reform,  Recovery and Enforcement Act of 1989, the Bank's obligations under this
contract  shall  be  suspended  as of the  date of  service,  unless  stayed  by
appropriate  proceedings.  If the charges in the notice are dismissed,  the Bank
may in its  discretion  (i) pay the  Executive  all or part of the  compensation
withheld while their contract  obligations were suspended and (ii) reinstate (in
whole or in part) any of the obligations which were suspended.

     (c)  If  the  Executive  is  removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e) (12 U.S.C.  ss.  1818(e)) or 8(g) (12 U.S.C.  ss.  1818(g)) of the
Federal Deposit Insurance Act, as mended by the financial  Institutions  Reform,
Recovery and  Enforcement  Act of 1989,  all  obligations of the Bank under this
contract  shall  terminate  as of the  effective  date of the order,  but vested
rights of the contracting parties shall not be affected.

     (d)  If  the  Bank  is  in  default   as   defined  in  section   3(x)  (12
U.S.C.ss.1813(x)(1))  of the  Federal  Deposit  Insurance  Act, as mended by the
Financial  Institutions  Reform,  Recovery  and  Enforcement  Act of  1989,  all
obligations  of the Bank under this contract  shall  terminate as of the date of
default,  but  this  paragraph  shall  not  affect  any  vested  rights  of  the
contracting parties.


<PAGE>

     (e) All obligations under this contract shall be terminated,  except to the
extent  determined  that  continuation  of the  contract  is  necessary  for the
continued  operation  of the  institution:  (i) by the Director of the Office of
Thrift  Supervision  (or his or her  designee)  at the time the Federal  Deposit
Insurance  Corporation  or the  Resolution  Trust  Corporation  enters  into  an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the Federal Deposit  Insurance Act; or (ii) by the
Director of the Office of Thrift  Supervision  (or his or her  designee)  at the
time the  Director (or his or her  designee)  approves a  supervisory  merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the  Director  to be in an unsafe or  unsound  condition.  Any  rights of the
parties that have already vested, however, shall not be affected by such action.

10.      REINSTATEMENT OF BENEFITS UNDER SECTION 9(b).

         In the event the Executive is suspended and/or  temporarily  prohibited
from participating in the conduct of the Bank's affairs by a notice described in
section  9(b) hereof (the  "Notice")  during the terms of this  Agreement  and a
Change  in  control,  as  defined  herein,  occurs,  the Bank  will  assume  its
obligation  to pay and the  Executive  will be  entitled  to receive  all of the
termination  benefits  provided for under Section 4 of this  Agreement  upon the
Bank's receipt of a dismissal of charges in the Notice.


11.      SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

12.      HEADINGS FOR REFERENCE ONLY.
         ----------------------------

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

13.      GOVERNING LAW.
         --------------

         The validity,  interpretation,  performance,  and  enforcement  of this
Agreement shall be governed by Florida law.

14.      ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement  shall be settled  exclusively by  arbitration in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's  award in any court having  jurisdiction;  provided,
however,  that the Executive  shall be entitled to seek specific  performance of
his right to be paid until the Date of  Termination  during the  pendency of any
dispute or controversy arising under or in connection with this Agreement.

15.       PAYMENT OF COSTS AND LEGAL FEES.
          --------------------------------

         All  reasonable  costs and legal fees paid or incurred by the Executive
pursuant to any dispute or question of interpretation relating to this Agreement
shall be paid or  reimbursed by the Bank (which  payments are  guaranteed by the
Company  pursuant to Section 6 hereof) if Executive is  successful on the merits
pursuant to a legal judgment, arbitration or settlement.


<PAGE>

16.       SIGNATURES:
          -----------

     IN  WITNESS  WHEREOF,  Harbor  Federal  Savings  Bank  and  Harbor  Florida
Bancshares,  Inc.  each has caused  this  Agreement  to be  executed by its duly
authorized officers, and Executive has signed this Agreement, as of the 19th day
of April, 2000.

ATTEST:                               HARBOR FEDERAL SAVINGS BANK



_/s/ Toni Santiuste______         BY: __/s/ Michael J. Brown Sr._____________


ATTEST:                               HARBOR FLORIDA BANCSHARES, INC.



/s/ Robin Moorman____________     BY: _/s/ Edward G. Enns____________________


WITNESS:



/s/ Toni Santiuste_______         _____________/s/__________________________
                                              J. Hal Roberts, Executive